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Mergers, spin offs and group reorganizations before an exit

Last verified: 2026-10-27 · Status: Stable

Uruguayan companies can merge or split without liquidating, after special balances, ten days of publications, a 20 day creditor window and a 30 day withdrawal window for dissenters. The surviving company inherits declared debts, and companies created by a spin off are jointly liable for them, while partners' personal liability by type survives. For IRAE, merger goodwill is neutral and intra group share transfers go at fiscal value only if ownership stays the same with 95 percent of proportions for two or four years and the chain is reported to the AIN.

USD figures use UYU 40.214 per US dollar, the BCU quotation for DLS. USA BILLETE on 26 October 2026. UI amounts use UYU 6.6792 per UI, the BCU quotation for 27 October 2026. Both were retrieved from the BCU quotations service on the verification date; conversions are for orientation only.

Key facts

Publication of the merger commitment extract	10 daysLey 16.060 art. 126, as of 2026-10-27 · in force
Creditor claim and opposition window after last publication	20 daysLey 16.060 art. 126, as of 2026-10-27 · in force
Withdrawal notice period for dissenting partners	30 daysLey 16.060 art. 129, as of 2026-10-27 · in force
Cap on cash compensation in a merger or spin off	10 % of par value allottedLey 16.060 art. 124, as of 2026-10-27 · in force
Holding period for IRAE neutral merger goodwill	2 yearsT.O. 2023 Title 4 art. 29 literal F), as of 2026-10-27 · in force
Holding period for fiscal value intra group share transfers	4 yearsT.O. 2023 Title 4 art. 29 literal G), as of 2026-10-27 · in force

The rule

1. A merger occurs when two or more companies dissolve without liquidation and transfer their whole estates to a new company (merger by creation) or to an existing one (merger by absorption), their partners receiving shares or quotas of the new or absorbing company. A spin off occurs when a company dissolves without liquidation, or without dissolving, transfers parts of its estate as a whole to one or more new companies, whose shares go to its partners. Transfers of parts of an estate to existing companies are treated the same way. Mergers and spin offs may involve companies of different types, even in liquidation, and cash compensation to partners may not exceed 10 percent of the par value allotted to each.
Cost to do it: Notarial, publication and registration costs; no official fee in these articles.
Example: Two sister S.A. owned by the same foreign parent can be merged by absorption to leave one entity to sell or close. / Same structure for any deal size.Ley Nº 16.060 (Commercial Companies Law), Art. 115, art. 116, art. 117, art. 118 and art. 124, 1989-09-04 official text · verified 2026-10-27

2. Each company prepares a special balance before the resolutions. The merger commitment, signed by the representatives, sets the terms and share exchange. An extract is published for ten days in the Diario Oficial and another newspaper, calling creditors of the dissolving companies to prove their claims and creditors of all companies to oppose within 20 days of the last publication. The merger contract cannot be signed until opposing creditors are paid or adequately secured; disputes on the guarantee go to a judge whose decision is final. The surviving or new company is liable for the debts of the dissolved ones that were declared or appear in the special balances. The contract is then registered in the Registro Público de Comercio. Spin offs follow the same publication, opposition and withdrawal rules, and all companies resulting from a spin off are jointly liable for declared debts and those in the special balance; debt allocation pacts bind only among them.
Cost to do it: Ten days of publications in two newspapers; 20 day creditor window.
Example: A merger of two subsidiaries can be signed about a month after the first notice if no creditor opposes. / Same timeline whatever the value.Ley Nº 16.060, Art. 119, art. 125 to art. 128, art. 133, art. 134, art. 137 to art. 139, 1989-09-04 official text · verified 2026-10-27

3. Where unanimity is not required, partners who vote against and absent partners may withdraw by notice within 30 days of the last publication, and are paid according to the special balance by the new or absorbing company. In an S.A., a merger or spin off needs the absolute majority of voting shares, an extract is published once, and dissenters may withdraw within 30 days of that publication; in listed open companies a merger or spin off that keeps the resulting companies open does not give a withdrawal right. If the new or absorbing company goes bankrupt or into judicial liquidation within 60 days of registration, prior creditors can ask to separate the estates.
Cost to do it: Payment of withdrawing partners at special balance value.
Example: A 10 percent minority shareholder opposed to a merger can exit at the special balance value. / Same rule at any value.Ley Nº 16.060, Art. 129, art. 135, art. 362 and art. 363, 2000-06-29 official text · verified 2026-10-27

4. For IRAE, the goodwill (valor llave) of companies that merge or split is not gross income where the ultimate owners are entirely the same and keep at least 95 percent of their proportions for two years from the notice to the AIN register, the operation is done at the book value of the transferred net worth, the full ownership chain is reported to the AIN register, and the business lines are kept for the same two years. Separately, transfers of equity interests between Uruguayan resident legal persons are treated as made at fiscal value where the ultimate owners are the same, keep 95 percent of their proportions for four years, the buyer keeps the shares four years, the price equals book value and the chain is reported to the AIN. If any condition is broken, the general regime applies with a ten year prescription period, and taxes are payable updated by the UI without fines.
Cost to do it: Reporting to the AIN register; no tax if conditions hold.
Example: A group folding three Uruguayan subsidiaries into one at book value avoids IRAE on goodwill if it keeps ownership and lines of business unchanged for two years. / Same thresholds for any value.Texto Ordenado 2023 (DGI), Title 4 IRAE (sources include Ley Nº 20.212 art. 566 and 567), Title 4 art. 29 literals F) and G), 2023-11-06 official text · verified 2026-10-27

5. In sales of businesses, transformations, mergers, spin offs and similar operations, the successor keeps the predecessor's fiscal values, valuation and depreciation regimes and bad debt periods. The Executive may exempt from IRAE and VAT mergers, spin offs and transformations that expand or strengthen the applicant company.
Cost to do it: Exemption requires an application to the Executive.
Example: A merged company keeps depreciating the absorbed company's assets on their old fiscal values. / No step up for tax purposes.Decreto Nº 150/007; Texto Ordenado 2023 (DGI), Title 4 and Title 10, Decreto 150/007 art. 72; Title 4 art. 88; Title 10 art. 39 literal A), 2011-06-23 official text · verified 2026-10-27

6. The DGI special certificate is required for mergers by absorption or by creation and for spin offs, requested by the absorbed or splitting company, and the BPS special certificate is required to merge, absorb, split or transform companies.
Cost to do it: DGI professional stamp of UYU 270 for 2026 (gub.uy certificate sheet).
Example: The absorbed company, not the absorbing one, applies for the DGI certificate. / UYU 270 is about US$7.Texto Ordenado 2023 (DGI), Title 1; Ley Nº 16.170, Title 1 art. 149 literal A); Ley 16.170 art. 664 numeral 2, 1990-12-28 official text · verified 2026-10-27

Step	Rule	Article
Special balances	Before the resolutions	119
Resolutions	Majority to amend the contract; S.A. absolute majority of voting shares	118, 362
Commitment	Terms and exchange ratio	125
Publication	Ten days, Diario Oficial and another paper	126
Creditor window	20 days from last publication	126, 128
Withdrawal	30 days from last publication	129
Contract	After windows close and oppositions resolved	133
Registration	Registro Público de Comercio	134

Merger timeline (Ley 16.060 art. 119 to 134)

Worked example

Pre exit simplification: a foreign group holds two Uruguayan S.A. Merging them by absorption at book value, with the same ultimate owner and the same business lines for two years, leaves one company to sell without IRAE on goodwill; selling within the two years revives the general regime, with tax updated by the UI.
Offshore interplay: the IRNR indirect transfer rule excludes mergers and spin offs whose ultimate owners stay the same with 95 percent of their proportions for two years (Title 8 art. 7 numeral 3)).

Step by step

Prepare special balances with uniform criteria (art. 119).
Pass resolutions and sign the commitment (art. 118, 125).
Publish for ten days and wait 20 days for creditors and 30 for withdrawals (art. 126 and 129).
Obtain DGI and BPS special certificates (Title 1 art. 149; Ley 16.170 art. 664).
Sign and register the merger contract (art. 133 and 134).
Report the ownership chain to the AIN register if relying on Title 4 art. 29 F) or G).
Update BCU beneficial ownership filings where holdings change (Decreto 166/017 art. 11).

Common traps

Undeclared debts of the dissolved company are the survivor's responsibility only if declared or in the special balance, but partners' personal liability by type survives (art. 127).
Debt allocation pacts in a spin off do not bind creditors (art. 138).
Breaking the two or four year holding conditions reopens the transaction under the general regime with a ten year prescription period (Title 4 art. 29 F) and G)).
The former regulatory option in Decreto 150/007 art. 18 TER applied only to operations up to 31 December 2023; the statutory test in Title 4 art. 29 F) governs now.

Sources

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